Dealerware | License Agreement

Last Updated: April 9, 2025

This License Agreement (“License Agreement”) is made by and between Dealerware, LLC (“Dealerware”) and the Retailer identified in the Order Form (“Retailer”). Retailer and Dealerware may be referred to herein individually as a “Party” and together as the “Parties”.

1. Scope. Use of Dealerware Services, payment of the invoice and/or signature of the Order Form incorporating this License Agreement by reference will constitute acceptance of this License Agreement.  By using Dealerware Services, remitting the payment, or signing the Order Form, the Parties acknowledge that they have read, understood and agreed to be bound by the terms of this License Agreement and that this License Agreement, together with the applicable Order Form, shall govern the relationship between the Parties and provides the terms and conditions for all services provided to Retailer as set forth in each applicable Order Form. Each Order Form and this License Agreement and any exhibits, attachments and documents linked to, together constitute the agreement between the Parties with respect to the services set forth in the applicable Order Form and are referred to collectively as the or this “Agreement.”  If there is a direct conflict between the Order Form and this License Agreement, the terms of the Order Form will prevail. Dealerware reserves the right to update and change this License Agreement from time to time and will provide notice to Retailer by changing the “Last Updated” date above.

2. Definitions. The following terms have the following meanings for purposes of this License Agreement:

“Additional Products” has the meaning set forth in Section 4. 

“Authorized User” means any individual employee, agent, or contractor of Retailer, in each case, that will access or use the Licensed Products solely on behalf of, and for the benefit of, Retailer in the operation of the Program, provided that any such individual has entered into an agreement with Retailer and such agreement is no less protective of Dealerware and its proprietary rights and Confidential Information than the provisions of this License Agreement. 

“Rental Booking Site” means the Dealerware Services add-on feature available to Retailer that provides Retailer with its own branded online reservation booking website.

“Confidential Information” has the meaning set forth in Section 6.

“Connected Car Solutions” means the Dealerware Service for collecting and managing usage and vehicle data regarding Vehicles Under Management, as described in applicable documentation. Connected Car Solutions may require the use and installation of hardware provided by Dealerware to Retailer.

“Dealerware Service(s)” means Dealerware’s cloud-based management system composed of proprietary hardware, software-as-a-service (SaaS) solutions, professional services and business designs, individually or in combination, for mobility or vehicle fleet management. The Dealerware Services comprises functional modules and add-on features or services as elected by Retailer, including without limitation Mobile Contracts, Connected Car Solutions, Tolling Solutions, Lot Management, Insurance Verification, Booking Site, Fleet Valuation, Lite Valet and such other modules as Dealerware may offer to Retailer. Retailer will have access to the Dealerware Services elected by Retailer, as indicated on the applicable Order Form. Dealerware Services may also include Professional Services, as may be more specifically described on an Order Form.

“Default” has the meaning set forth in Section 7. 

“Feedback” has the meaning set forth in Section 29. 

“Fees” means the fees set forth in Retailer’s Order Form or in this License Agreement as elected by Retailer. Fees for any Dealerware Services modules or add-on features priced per VIN will be based on initial VIN quantity provided by Retailer and may adjust based on the monthly quantity of Vehicles Under Management as set forth in the Order Form. 

“Fleet Valuation” means the Dealerware Service for providing valuation data regarding Vehicles Under Management, as described in applicable documentation. 

“Improvement” has the meaning set forth in Section 29. 

“Indemnified Party” has the meaning set forth in Section 21. 

“Indemnifying Party” has the meaning set forth in Section 21. 

“Intellectual Property” means all intellectual property, including (i) all trademarks, service marks, trade names, service names, brand names, trade dress rights, logos, corporate names, trade styles, and other source or business identifiers and general intangibles of a like nature, together with the goodwill associated with any of the foregoing, along with all applications, registrations, renewals, and extensions thereof, (ii) all copyrights and all mask works, databases, and design rights, whether or not registered or published, all registrations and recordations thereof, and all applications in connection therewith, along with all reversions, extensions, and renewals thereof, (iii) all trade secrets, know-how, licensing rights and/or any other intellectual or proprietary rights recognized by any jurisdiction, and (iv) all patents and applications therefor, including all continuations, divisionals, and continuations-in-part thereof and patents issuing thereon, along with all reissues, reexaminations, and extensions thereof. 

“Initial Term” has the meaning set forth in Section 6. 

“Insurance Verification” means the Dealerware Services add-on feature that facilitates   verification of driver insurance coverage. 

“Legal Requirements” means all applicable federal, provincial and municipal laws, regulations, rules, and rulings and all applicable orders of courts or governmental agencies, including laws, regulations, rules, orders, rulings, guidance and policies relating to privacy, global positioning systems, event data recorders, or electronic surveillance technology. 

“Licensed Products” means the Licensed Software and any hardware provided by Dealerware to Retailer, including but not limited to toll transponders or toll tags, OBD devices, and/or any equipment provided to Retailer to use or access any applicable Dealerware Services module as may apply to Retailer.

 “Licensed Software” means the Dealerware toolkit app and any other software or other computer or program code, as well as the related documentation, provided by Dealerware to Retailer for use in the Program to provide functionality for (i) reservation management, (ii) vehicle fleet operations, (iii) reporting and business intelligence and (iv) billing and settlement.

“Lot Management” means the Dealerware Service for Retailer’s dealership or similar lot, as described in applicable documentation.

 “Mobile Contracts” means the Dealerware Service for managing Retailer’s fleet vehicle contracts with its customers, as described in applicable documentation.

 “Operational Data” has the meaning set forth in Section 15.

“Order Form” means an ordering document evidencing the purchase of subscriptions to the Dealerware Services and its modules. Each Order Form is governed by and is part of this License Agreement and is hereby incorporated by this reference.

 “PII” means personally identifiable information where such information can be used to reasonably identify a natural person (e.g., name, email address, home and/or business address, telephone number, date of birth, payment information, driver’s license information, and insurance information).

“Professional Services” means the professional services provided to Retailer as may be more specifically described in the applicable Order Form or statement of work, which may include or reference separate terms and conditions that govern each such type of Professional Services offered and purchased by Retailer.

“Program” means the Retailer’s mobility or vehicle fleet program (including its rental or courtesy vehicle program), which is owned, operated by, maintained by and/or managed by the Retailer.

 “Renewal Term” has the meaning set forth in Section 6.

 “Start Date” means the start date indicated on the applicable Order Form.

 “Technology License” has the meaning set forth in Section 3.

“Term” has the meaning set forth in Section 6.

“Third-Party Software” means software programs, applications and/or other technology owned or licensed by a third party which is provided or made available to Retailer or Authorized Users in connection with the Dealerware Services, including those with which the Licensed Software may interoperate.

 “Tolling Solutions” means the Dealerware Services for automating tolls management and cost recovery by integrating Vehicles Under Management with the local tolling authority so that tolls incurred by a Vehicle Under Management can be charged to Retailer’s customer or to the Retailer, as described in applicable documentation.

“Vehicle” means a vehicle that Retailer owns, operates, maintains, manages, and/or leases from a third party.

 “Vehicle Under Management” means a Vehicle that is utilized in the Program. 

3. Technology License. For so long as Retailer is in compliance with this License Agreement, Dealerware will provide to Retailer a limited, non-exclusive, non-transferable, non-sublicensable license during the Term: (i) to install and use the Licensed Products for the limited purpose of operating the Program in accordance with applicable documentation and instructions provided by Dealerware; (ii) to permit Authorized Users to access and use the Dealerware Services or Licensed Software solely for Retailer’s operation of the Program; and (iii) to make a reasonable number of copies of the Licensed Software solely in connection with the exercise of the foregoing rights (the “Technology License”). For the avoidance of doubt, Retailer shall only be permitted to use the Dealerware Services for vehicles that the Retailer owns, leases, or otherwise has authority to use in the Program and Retailer shall not enroll any other vehicle in Dealerware Services.

4. Additional Products and Services. Dealerware may agree to provide, and Retailer may agree to receive, additional Dealerware products and services in the future (“Additional Products”). If the Parties mutually agree that such Additional Products shall be covered by this License Agreement, the Parties shall document the fees and any special terms and conditions relating to such products and services in a written document which references this License Agreement and is signed by both Parties. This License Agreement shall be applicable to any such Additional Products.

5. Ownership. Subject to the limited rights granted to Retailer in the Technology License, Dealerware and its licensors retains all right, title, and interest in and to the Licensed Products, the Dealerware Services, all documentation, and all associated rights in Intellectual Property. Retailer acknowledges that it does not own any of the foregoing and, except to the extent of the limited rights granted through the Technology License, Retailer does not have any rights in any of the foregoing. All rights not expressly granted in this License Agreement are reserved by Dealerware and its licensors. Retailer shall not remove, obscure, or modify any copyright, trademark, or other proprietary or Intellectual Property rights notices contained in the Licensed Products or the Dealerware Services or on any media embodying the Licensed Products or the Dealerware Services.

6. Term. The initial term of this License Agreement shall begin on the Start Date and continue for thirty (30) days after the Start Date (the “Initial Term”). The term of this License Agreement shall then automatically be extended for additional terms of thirty (30) days each (each a “Renewal Term”). The Initial Term and any Renewal Term(s) collectively constitute the “Term”. Dealerware shall provide the Technology License to Retailer commencing on the Start Date. Retailer shall incur the Fees from the Start Date through the later of (i) the last day of the Term and (ii) the date that use of all of the Licensed Products ceases and such products are properly returned to Dealerware. At any time after the Initial Term, either Party may terminate this License Agreement for any or no reason by providing thirty (30) days’ advance notice of the desired termination date. If Retailer terminates this License Agreement pursuant to this Section 6, Retailer must export all contracts or related data prior to the termination date. 

7. Default; Termination. A “Default” shall occur if a Party (i) breaches any covenant, representation or warranty made by it under this License Agreement or defaults in the performance of any of its non-payment obligations under this License Agreement and such non-payment breach or default is not cured within thirty (30) days of the receipt by the breaching/defaulting Party of written notice of such breach or default, or (ii) breaches or defaults on any of its obligations to make a payment under this License Agreement and such breach or default is not cured within five (5) days of the receipt by the breaching/defaulting Party of written notice of such breach or default. If a Party Defaults, the other Party may terminate this License Agreement by delivery of written notice of such termination to the Party that committed the Default. If Retailer Defaults, Dealerware may also take any or all of the following actions with no liability to Retailer: suspend or discontinue the provision of the Technology License, the Licensed Products; disable access to the Dealerware Services or other Licensed Products or technology; or exercise any other right or remedy under law or in equity. Either Party may terminate this License Agreement immediately by written notice to the other Party if the other Party is unable to pay its debts as they become due, is insolvent, files or has filed against it a petition for voluntary or involuntary bankruptcy, or pursuant to any other insolvency law, or applies for or consents to the appointment of a receiver or trustee or has a receiver or trustee appointed to it for all or a substantial part of its business or assets.

8. Effect of Termination or Expiration. Upon termination or expiration of this License Agreement, Dealerware shall disable the access by or through Retailer or any of its Authorized Users to the Licensed Products and the Dealerware Services. Retailer shall immediately return to Dealerware in good condition (i) any Licensed Products (e.g., hardware), (ii) all documentation or property of Dealerware, and (iii) provide confirmation that all copies of the Licensed Software has been destroyed or delated from all Retailer devices and associated accounts. If Retailer does not return all Licensed Products within thirty (30) days from the last day of the Term, Retailer shall be responsible for the full cost of each unreturned Licensed Product including any return shipping charges.  The Payment Terms at Section 9 shall apply to invoices billed to Retailer for any unreturned Licensed Products with the exception that such invoices shall be due upon receipt. 

9. Payment Terms. Retailer shall pay to Dealerware the Fees for the Technology License pursuant to this License Agreement. Invoices are due and payable in U.S. dollars within thirty (30) days of the date of an invoice that Dealerware sends to Retailer’s billing address (as specified on the Order Form or as otherwise delivered in writing to Dealerware). Retailer shall pay each invoice by the applicable due date via credit cards or wire transfer to the Dealerware account information specified on the Order Form or any other account required by Dealerware in writing. In the event that the Retailer chooses to make invoice payments using a credit card, there will be an additional processing fee equal to 3.5% of the invoice amount. If any invoice is not paid in full to Dealerware when due, a late charge will accrue, and will be paid by Retailer, on all past due amounts at a rate of 1.5% per month (or the maximum legal rate, if less) until all past due amounts are paid in full. Retailer agrees to review each invoice promptly and to notify Dealerware in writing of any billing dispute within thirty (15) days of receipt of the invoice. If Retailer does not report a dispute in writing to Dealerware within such fifteen (15) day period, then Retailer will waive forever its right to dispute the invoice and will be deemed to be in agreement with the invoice. Retailer shall pay all sales, value-added, gross receipts, use, excise and all other applicable taxes, surcharges, assessments, fees and charges, however designated (excluding taxes on Dealerware’s income), in connection with the provision, sale, or use of the Technology License and the Licensed Products. Retailer’s obligation to pay the Fees and all amounts incurred pursuant to this License Agreement prior to any termination or expiration of this License Agreement shall survive such termination or expiration, and Retailer shall remain liable for the payment of all amounts payable hereunder. The Fees, as set forth in the applicable Order Form and in this License Agreement, shall be fixed for the Initial Term. Thereafter, Dealerware reserves the right to adjust such Fees, not to exceed once annually, upon sixty (60) days’ written notice to Retailer. All reimbursements under this License Agreement shall be processed exclusively via ACH transfers, unless otherwise agreed upon in writing by both parties.  A transaction processing fee of 5% will be applied to all transactions facilitated or enabled by Dealerware’s platform. Retailer hereby authorized Dealerware to automatically charge a credit card provided by Retailer or ACH account, for any Fees incurred under this License Agreement.

10. Certain Retailer Responsibilities and Duties. This License Agreement is subject to, and Retailer agrees to use, and to ensure the use by or through Retailer or any Authorized User, of the Technology License, any Licensed Product, or the Dealerware Services (including any related service, system, hardware, software, product, technology or network provided by or through Dealerware) in compliance with all Legal Requirements and all documentation provided by Dealerware. Retailer shall be solely responsible and have all liability with respect to and for (i) any violation of this License Agreement by or through Retailer or any Authorized User, (ii) any unauthorized, improper or illegal access to or use of the Technology License, any Licensed Product, or the Dealerware Services or any related system, network, technology, software, hardware or product by or through Retailer, any Authorized User or any of Retailer’s employees, customers, users, contractors or agents, (iii) any unauthorized, improper or illegal access, use or disclosure of any data relating to any use or location of a Vehicle or of any Operational Data by or through Retailer or any Authorized User or any of Retailer’s employees, customers, users, contractors or agents, whether accessed or obtained through the Technology License or otherwise, and (iv) any data breach relating to any use of the Technology License by or through Retailer, any Authorized User or any of Retailer’s employees, customers, users, contractors or agents. Retailer promptly shall notify Dealerware of any reasonably suspected or actual unauthorized, improper or illegal access, use, disclosure or data breach. Retailer shall and shall cause the Authorized Users and its employees, agents and contractors to install and un-install any Dealerware hardware provided to Retailer only in compliance with the documentation provided by Dealerware and all Legal Requirements. Retailer shall not and shall not allow any of the Authorized Users or any of its employees, customers, users, contractors or agents to (i) make any Licensed Product or the Dealerware Services available to anyone other than Authorized Users, (ii) sell, resell, rent, license or lease or any Licensed Product or the Dealerware Services, (iii) prepare derivative works of the Licensed Product or the Dealerware Services, (iv) interfere with or disrupt the integrity or performance of the Licensed Products, the Dealerware Services, any Operational Data or any related software, system, network, hardware or technology, (v) attempt to gain unauthorized access to the Dealerware Services, any Operational Data or any related software, system, network, hardware or technology, (vi) copy, decompile, modify or reverse engineer any Licensed Product, the Dealerware Services, or any related software, system, network, hardware or technology or any part, feature, function or user interface thereof cause or allow discovery of the source code or underlying ideas or algorithms of the same or attempt to do so or (vii) violate any Legal Requirement with respect to any access to, use of or disclosure of any data related to any Vehicle. To the extent permissible by law, Retailer waives any rights that it may have to do any of the foregoing. Retailer shall use and maintain commercially reasonable security precautions in connection with the use of the Licensed Software. Retailer shall cooperate with Dealerware’s reasonable investigation of any service outage, security issues, or any suspected breach of this License Agreement.

11. Operation of Courtesy Car Program; Risk of Loss. Retailer solely shall be responsible for and have all liability with respect to and for (i) the Program and its operations, (ii) the accuracy, quality, integrity and legality of all data that Retailer, any Authorized User or any of Retailer’s employees, customers, users, contractors or agents provides, including any driver’s license or insurance information, and (iii) the ownership or lease and maintenance, operation and repair of the Vehicles. Retailer shall be solely responsible and have all liability for providing all technical support to its Authorized Users, employees, customers, users, contractors and agents. Retailer bears all risk of loss, damage, destruction or theft to any Vehicle from any cause whatsoever.

12. Subordination. Retailer agrees that it has no and will have no right or claim to or lien against any Licensed Product, the Dealerware Services or any Dealerware software, hardware, technology, system, network, or Intellectual Property or any other personal property of Dealerware that may be utilized by or through Retailer or provided at Retailer’s premises. Retailer agrees that no third party (including any Retailer lender or landlord) has any such right, claim or lien through Retailer. Retailer agrees that it will promptly execute and deliver and will have its lenders and any landlord of any part of Retailer’s premises promptly execute and deliver to Dealerware any subordination agreement, waiver or other document that any lender or lessor of Dealerware may require regarding any Licensed Products, the Dealerware Services, any Dealerware software, hardware, technology, system, network, or Intellectual Property or any other personal property of Dealerware.

13. Use of Name. Neither Party is permitted to  use any of the other Party’s names, logos, trademarks, service marks, or any variations thereof (“Marks”) for any purpose without such other Party’s prior written consent; provided, however, that Dealerware is authorized to (i) use Retailer’s Marks in connection with Retailer’s purchase of Rental Booking Site services and (ii) refer to Retailer as a customer of Dealerware and licensee of the Technology License.

14. Insurance. Dealerware will maintain comprehensive general liability insurance, including blanket contractual liability insurance covering the obligations of Dealerware under this License Agreement through the Term and for at least two years thereafter, which insurance will afford limits of not less than US$1,000,000 for each occurrence for bodily injury liability, personal injury liability, products liability, property damage liability, contractual liability and completed operations liability with an aggregate annual cap of at least US$2,000,000. Upon request, Dealerware will provide Retailer with a certificate of insurance evidencing the above and showing the name of the issuing company, the policy number, the effective date, the expiration date and the limits of liability. Dealerware will cause its general liability insurance policy to name Retailer as an additional insured and a loss payee.

15. Operational Data. Retailer acknowledges that the Licensed Products and Dealerware Services collect information from Retailer, Authorized Users, and Retailer’s employees, customers, users, contractors and agents, including telematics data generated by vehicles, other vehicle related information and driving information (such as, for example, GPS location, speed, mileage, and other similar information) (collectively, “Operational Data”) in order to provide the Dealerware Services.

16. Consent to Collect and Use Operational Data. Retailer acknowledges that Operational Data may be collected by Dealerware’s service providers (including applicable original equipment manufacturers) from the Vehicles Under Management for Dealerware’s use in its products and services. Retailer hereby consents to such collection and use of Operational Data. If Retailer wishes to un-enroll a Vehicle Under Management (due to a sale or other cause) from such collection and use of Operational Data, Retailer will notify Dealerware within forty-eight (48) hours of such sale or other cause. Retailer agrees to use any Operational Data it receives for the Vehicles Under Management only in Dealerware products and services. Retailer shall comply with all applicable laws, regulations, and administrative requirements governing Retailer’s access, storage, sharing, and use of Operational Data that may be provided to Retailer.

17. License Grants to Dealerware for Operational Data. In order to enable provision of the Dealerware  Services, Retailer grants Dealerware a limited-term license to host, copy, process and display Operational Data for the purpose of providing Dealerware Services. Retailer grants Dealerware a perpetual, irrevocable, non-exclusive right and license to use Operational Data that has been anonymized, aggregated or de-identified, without restriction, except to the extent prohibited by any Legal Requirement.

18. Personal Information. Any PII collected in connection with the Operational Data will be used at the direction of the Retailer and will be treated in accordance with Dealerware’s Privacy Policy, as may be amended from time to time, which is available at Dealerware’s website, www.Dealerware.com. For the avoidance of doubt, Dealerware will use PII only for the purposes of providing the Dealerware Services,  and will not use PII to directly market to Retailer’s customers. The Parties acknowledge and agree that PII may be stored in the United States and other countries and, as a result, may be used, stored, or accessed in the United States and other countries and therefore may be subject to the laws of that country.

19. Notice and Consent Requirements. Retailer shall fully disclose to Authorized Users, and Retailer’s employees, customers, users, contractors and agents, and each driver of a Vehicle Under Management, the types of information that may be collected by Retailer and/or Dealerware and, with respect to Operational Data, Dealerware’s service providers, and the ways that such information will be used and shared, including that such information will be shared with Dealerware and Dealerware’s service providers. Such disclosure to drivers of Vehicles Under Management shall be in writing. Retailer agrees to and shall provide all notices and obtain all rights, releases and consents in the manner required by Legal Requirements to allow Operational Data and/or PII to be collected, used and disclosed in the manner contemplated by this License Agreement and to grant Dealerware the rights granted herein. In addition, Retailer agrees to obtain all rights, permissions, consent and acknowledgements for the collection, transfer and use of Operational Data (or any other acknowledgment or consent required by Legal Requirements) from each driver of a Vehicle Under Management. Retailer agrees to retain copies of each driver disclosure, notice and consent for a period of seven (7) years after the unenrollment of a Vehicle Under Management. Retailer shall promptly notify Dealerware if any driver consent is withdrawn.

20. Confidential Information. “Confidential Information” means the contents of this License Agreement (but not the existence of this License Agreement) and all non-public information disclosed or provided by one Party (the “disclosing Party”) to the other Party (the “receiving Party”) related to this License Agreement, including all information in whatever form transmitted relating to past, present or future business affairs, research, development, know-how, processes, designs, inventions, ideas, products, pricing information, Intellectual Property, business plans, financial information, marketing methods, audits and security reports, plans and studies, operations or systems of a disclosing Party or another party whose information the disclosing Party has or may have in its possession under obligations of confidentiality. Confidential Information will also include all analyses, compilations, data, studies, trade secrets or any other documents prepared by a receiving Party containing or based on any Confidential Information received from a disclosing Party. Confidential Information does not include: (i) information that is generally publicly available other than through a breach of this License Agreement by the receiving Party; (ii) information that the receiving Party can show with contemporaneous written evidence was, prior to receipt thereof from the disclosing Party, lawfully in the possession of the receiving Party and not then subject to any obligation on the part of the receiving Party to maintain the confidentiality thereof; or (iii) information that was independently developed by employees, agents or consultants of the receiving Party without any knowledge or use of the information disclosed by the disclosing Party. A receiving Party will safeguard the disclosing Party’s Confidential Information and will disclose it only in accordance with the terms of this License Agreement. During the Term of this License Agreement and thereafter for as long as Confidential Information does not fall within the exceptions listed in (i) through (iii) above, the receiving Party will use commercially reasonable efforts to keep the disclosing Party’s Confidential Information confidential, provided, however that a receiving Party’s obligation to protect and keep confidential any and information with respect to a trade secret of a disclosing Party shall never expire. The receiving Party will not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information to any person or entity for any purpose except as permitted by this License Agreement or expressly authorized in writing by the disclosing Party. Either Party may disclose Confidential Information of the other Party to any of its contractors, employees, directors, officers, affiliates, consultants or advisors who have a need to know such Confidential Information. Each Party will ensure that any persons or entities that are provided access to Confidential Information by such Party are bound under an agreement or obligation of confidentiality to effectuate the terms and conditions of this Section. The disclosure of Confidential Information hereunder does not: (i) grant to the receiving Party any license or other right under any rights in Intellectual Property held by the disclosing Party; or (ii) constitute any representation, warranty, assurance, guarantee, or inducement of any kind by the disclosing Party as to the non-infringement or non-appropriation of any rights in Intellectual Property or as to any other matter. All Confidential Information will remain the property of the disclosing Party. A receiving Party may disclose Confidential Information in a legal action to enforce its rights under this License Agreement, or to the extent legally compelled to do so by any judicial or administrative body having authority to compel such disclosure. Upon the expiration or termination of this License Agreement, at the disclosing Party’s written request, the receiving Party shall promptly return all copies of the disclosing Party’s Confidential Information or destroy all such copies and certify in writing the destruction of such information. In addition to all other remedies available at law for any breach of this Section by a receiving Party, the disclosing Party may seek specific performance and injunctive relief.

21. INDEMNIFICATION. Each Party will defend, indemnify and hold the other Party, each of its affiliates and each of the other Party’s and its affiliate’s directors, managers, investors, agents, contractors, advisors, customers, users, representatives, officers and employees (the “Indemnified Party”) harmless from and against any and all damages, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees, incurred as a result of any third party assertion arising out of or related to (i) any breach of any representation or warranty by the Indemnifying Party, (ii) any violation of any Legal Requirement by the Indemnifying Party, including, but not limited to, compliance with notice and consent requirements for the collection, transfer, or other processing of Operational Data and/or PII[NRF19] ; (iii) any negligence or willful misconduct by the Indemnifying Party; (iv) in the case of Retailer, any action arising from the operation or ownership of the business or assets of Retailer or the Program; (v) in the case of Retailer, any event, occurrence, violation, action, omission or inaction for which Retailer has responsibility or liability pursuant to Section 10 or Section 11 of this License Agreement; (vi) in the case of Retailer, any infringement or misappropriation of Dealerware’s or a third-party’s Intellectual Property enforceable in the country in which the Licensed Software is licensed and (vii) in the case of Dealerware, any infringement or misappropriation of a third-party Intellectual Property right in connection with the provision of the Licensed Software. Promptly after receipt of notice of any claim or the commencement of any action or proceeding with respect to which an Indemnified Party is entitled to indemnity hereunder, such Indemnified Party will notify the person from whom indemnification is sought (the “Indemnifying Party”) in writing of such claim or of the commencement of such action or proceeding, and the Indemnifying Party will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to the Indemnified Party and will pay the fees and expenses of such counsel. In addition, if Dealerware, in its reasonable discretion, determines that such claim is likely to result in any adverse ruling, then Dealerware may elect to: (1) obtain a right to Retailer to continue to use the Licensed Product, (2) modify the Licensed Product to make it non-infringing or (3) replace the Licensed Product to make it non-infringing. The Indemnifying Party will have the exclusive right to settle the claim or proceeding provided that the Indemnifying Party will not settle any such claim, action or proceeding without the prior written consent of the Indemnified Party, which will not be unreasonably withheld. Dealerware will have no liability under Section 21 for any claim resulting or arising from: (1) modifications of the Licensed Software that were not performed or authorized by or on behalf of Dealerware or (2) the combination, operation or use of the Licensed Software in connection with any Third-Party Software.

22. DISCLAIMER OF WARRANTIES. UNLESS EXPRESSLY PROVIDED HEREIN, DEALERWARE MAKES NO WARRANTY TO RETAILER OR ANY OTHER PERSON OR ENTITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO THE DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS, FITNESS FOR ANY PURPOSE, NON- INFRINGEMENT, NON-MISAPPROPRIATION, COURSE OF DEALING OR USAGE OF TRADE, OR RELATING TO THE PERFORMANCE OF OR ANY OTHER MATTER OF OR RELATED TO THE TECHNOLOGY LICENSE, ANY LICENSED PRODUCT, THE DEALERWARE SERVICES, ADDITIONAL PRODUCTS, OR ANY RELATED NETWORK, SERVICE, PRODUCT OR RIGHTS IN INTELLECTUAL PROPERTY, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED AND DISCLAIMED BY DEALERWARE. NEITHER DEALERWARE NOR ITS AFFILIATES, WARRANTS THAT THE OPERATION OF THE SOFTWARE, ITS PERFORMANCE OR THE SERVICES WILL BE ERROR-FREE, FREE OF VIRUS, WORMS OR OTHER HARMFUL COMPONENTS OR PROGRAM LIMITATIONS OR THE PERFORMANCE OF THE SERVICES WILL BE UNINTERRUPTED. NEITHER THE SOFTWARE NOR THE SERVICES ARE DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH-RISK ACTIVITIES.

23. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER DEALERWARE NOR ITS AFFILIATES SHALL BE LIABLE UNDER THIS LICENSE AGREEMENT FOR ANY LOST REVENUES, PROFITS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (“INDIRECT DAMAGES”), INCLUDING ANY INDIRECT DAMAGES ARISING OUT OF DEALERWARE’S INDEMNITY OBLIGATIONS AS SET FORTH IN SECTION 21 ABOVE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF DEALERWARE ARISING OUT OF OR RELATING TO ANY AND ALL OF THIS LICENSE AGREEMENT (INCLUDING DEALERWARE’S INDEMNITY OBLIGATIONS AS SET FORTH IN SECTION 21 ABOVE), THE TECHNOLOGY LICENSE, ANY LICENSED PRODUCT, THE DEALERWARE SERVICES (OR ANY RELATED SYSTEM, NETWORK, TECHNOLOGY, SOFTWARE, HARDWARE, OR PRODUCT), AND THE ADDITIONAL PRODUCTS SHALL NOT EXCEED THE GREATER OF (I) US$5,000 OR (II) THE HIGHEST AMOUNT ACTUALLY PAID BY RETAILER TO DEALERWARE FOR THE MONTHLY FEES FOR ANY CONSECUTIVE TWELVE MONTH PERIOD OR (III) IN THE CASE OF A DATA BREACH INCIDENT, THE ACTUAL AMOUNT OF INSURANCE COVERAGE PROVIDED BY DEALERWARE’S CYBER INSURANCE POLICY. IF ANY LEGAL REQUIREMENT PROHIBITS ANY LIMITATION, EXCLUSION OR DISCLAIMER CONTAINED IN SECTION 22 OR IN THIS SECTION 23 OF THIS LICENSE AGREEMENT, THE PARTIES AGREE THAT SUCH LIMITATION, EXCLUSION OR DISCLAIMER WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE IT COMPLIANT WITH ALL LEGAL REQUIREMENTS. RETAILER AGREES THAT THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN SECTION 22 OR IN THIS SECTION 23 ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR DEALERWARE PROVIDING THE TECHNOLOGY LICENSE TO RETAILER AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES OR FAILURES.

24. Force Majeure; Interruption or Failure. Dealerware shall not be liable for any delay in, breach of or failure of performance under this License Agreement due to any cause beyond its reasonable control including, but not limited to: acts of God or of public enemy; explosion; pandemic, epidemic or outbreak; vandalism; pest or animal damage; power surge, fluctuation or failure; shortages; exercise of sovereign power; inability to obtain labor, materials or vehicles on a commercially reasonable basis; fire, flood, storm or other catastrophe; any Legal Requirement or direction, action, or request of any governmental, judicial, regulatory, or civil or military authority; national emergency; insurrection; riot; war; or strike, lock out, or work stoppage. In no event will any interruption of the Technology License, any Licensed Product, or the Dealerware Services (including any related service, system, hardware, software, product, technology or network provided by or through Dealerware) constitute a failure of performance, default or breach by Dealerware.

25. Governing Law; Venue. This License Agreement shall be governed by the laws of the State of Texas without regard to choice of law principles. The sole, exclusive venue for any dispute arising out of or relating to this License Agreement or the Technology License shall be in a court of competent jurisdiction located in Travis County in the State of Texas.

26. Notices. Any notice required to be given under this License Agreement must be in writing and will be deemed given (i) five (5) days after deposited in the U.S. Mail, postage paid, via certified mail, return receipt requested, (ii) upon receipt via email delivery, if received during the recipient’s normal business hours, or at the beginning of the recipient’s next business day after receipt if not received during the recipient’s normal business hours, (iii) one (1) day after sending by overnight service with a reputable overnight courier, or (iv) upon receipt when delivered in person. Notice to a Party must be sent to such Party’s delivery address or email address set forth on the signature page of the Order Form, except that a Party may change the address or email address to which notices will be sent by giving written notice of such change to the other Party in accordance with the provisions of this Section 26.

27. Assignment; Successors. Retailer shall not assign or transfer all or any part of this License Agreement or its rights or obligations hereunder by operation of law or contract or otherwise, without Dealerware’s prior written consent. No consent will be required for any assignment or transfer by Dealerware. Subject to the foregoing, this License Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

28. Third-Party Software. The Licensed Software may include or be bundled or offered with Third-Party Software, the use of which is subject to additional terms and conditions provided by the licensors thereof. The limited warranties as expressly set out herein shall not apply to such Third-Party Software. For the applicable warranty, if any, refer to the applicable terms and conditions governing the use of such Third-Party Software. Dealerware is not responsible for and does not endorse any Third-Party Software or websites linked to by the Dealerware Services.

29. Feedback. Each Party may from time to time provide to the other Party feedback or suggestions regarding the technology or Confidential Information of the other Party, which may include suggestions for, or feedback concerning, improvements, modifications, corrections, enhancements, derivatives or extensions, as well as branding ideas (“Feedback”). It is agreed that each Party receiving such Feedback may use such Feedback, without any obligation to compensate the Party providing the Feedback or their personnel. The Party receiving Feedback may develop technology, modifications, correction, enhancements, derivatives, or extensions (“Improvements”), and further may also develop branding elements, based on such Feedback, and such Improvements and branding elements, and any Intellectual Property rights therein, as well as any related Intellectual Property registrations, shall be owned exclusively by the Party receiving the Feedback. The Party providing Feedback agrees to sign such further documents as may be required reasonably to confirm such ownership by the Party receiving Feedback.

30. No Third Party Benefit Intended. This License Agreement is not enforceable by any third parties and, unless specifically provided for, is not intended to convey any rights or benefits to anyone who is not a party to this License Agreement.

31. Injunctive Relief. Retailer acknowledges that the use, copying, disclosure or dissemination of the Licensed Product, the Dealerware Services (or any related system, network, technology, software, hardware, or product), the Additional Products, or the confidential or proprietary information embodied therein, in a manner not authorized by this License Agreement would cause irreparable harm to Dealerware that could not be fully remedied by monetary damages. Retailer therefore agrees that Dealerware shall be entitled, in addition to any other remedies available to it at law or in equity, to such injunctive or other equitable relief as may be necessary or appropriate to prevent such unauthorized use, copying, disclosure or dissemination without the necessity of proving actual or irreparable harm and without requirement of posting a bond or other security in connection therewith.

32. Survival. The terms and conditions of this License Agreement, which by reasonable or necessary implication are intended to survive termination or expiration of this License Agreement, shall survive such termination or expiration, including Sections 5, 8, 10, 11, and 19-31 of this License Agreement.

33. Entirety; Severability; Counterparts. If any of the provisions contained in this License Agreement shall, for any reason, be held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provisions of this License Agreement. This License Agreement and any amendment hereto may be executed in any number of counterparts. Signatures of the Parties transmitted by facsimile or by email transmission in pdf or other electronic format will be deemed to be their original signatures for all purposes.

34. Construction. The words “include,” “includes” and “including” will be deemed to be followed by the phrase “without limitation.” The headings of Sections in this License Agreement are provided for convenience only and will not affect its construction or interpretation.

[End of License Agreement]